2018 Indiana Code
TITLE 23. Business and other Associations
ARTICLE 18. LIMITED LIABILITY COMPANIES
CHAPTER 3. Relations of Members and Managers to Persons Dealing With a Limited Liability Company
23-18-3-2.5. Officers
Sec. 2.5. If the written operating agreement of a limited liability company provides for officers as permitted by IC 23-18-4-4(a)(3), the following apply:
(1) Each officer has those powers and duties:
(A) set forth, generally or specifically in the written operating agreement; or
(B) otherwise delegated to an officer from time to time by the:
(i) manager or managers of a manager-managed limited liability company; or
(ii) member or members of a member-managed limited liability company;
in a manner consistent with the written operating agreement.
(2) Each officer has the status of an agent of the limited liability company for purposes of section 3 of this chapter.
(3) If an officer acts within the officer's apparent authority to carry on the business of the limited liability company in the usual way, the officer's actions bind the limited liability company to the same extent as the actions of a manager would bind a limited liability company under section 1.1(c)(2) and 1.1(d) of this chapter.
(4) Notice to an officer of a matter relating to the business or affairs of the limited liability company, or the knowledge of the officer acting in the particular matter, is notice to the limited liability company to the same extent that notice to a manager or knowledge of a manager would be treated as notice to a limited liability company under section 2(b)(1) of this chapter.
As added by P.L.40-2013, SEC.7. Amended by P.L.63-2014, SEC.30.
